TIDMJD.
RNS Number : 4298N
JD Sports Fashion PLC
22 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR
EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A
CIRCULAR IN RELATION TO THE TRANSACTION REFERRED TO IN THIS
ANNOUNCEMENT HAS BEEN PUBLISHED TODAY.
22 September 2023
JD SPORTS FASHION PLC
PUBLICATION OF CIRCULAR AND NOTICE OF GENERAL MEETING
On 7 July 2023, JD Sports Fashion Plc ('JD' or the 'Company')
announced (the 'Transaction Announcement') its intention to acquire
the remaining 49.98 per cent. of shares in Iberian Sports Retail
Group, S.L. ('ISRG') that are currently held by Balaiko Firaja
Invest, S.L. ('Balaiko') and Sonae Holdings, S.A. ('Sonae', and
together with Balaiko, the 'Minority Shareholders') for total cash
consideration of EUR500.1 million which will be funded from the JD
Group's existing available cash resources (the 'Transaction'). The
Transaction constitutes a related party transaction for JD under
the Listing Rules and is conditional upon the approval of an
ordinary resolution by JD Shareholders (the 'Resolution').
JD has today published a shareholder circular in relation to the
Transaction (the 'Circular') and has convened a general meeting of
JD's shareholders ('JD Shareholders') at 9 a.m. on 9 October 2023
at Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR (the 'JD
General Meeting') to consider and approve the Transaction. A notice
of the JD General Meeting is included in the Circular and a form of
proxy will be made available to JD Shareholders.
The expected timetable of principal events in relation to the JD
General Meeting is as follows:
Event Expected time/date
Deadline for lodging Forms of Proxy/ CREST Proxy Instructions
9:00 a.m. on 5 October 2023
Voting Record Time 6:30 p.m. on 5 October 2023
JD General Meeting 9:00 a.m. on 9 October 2023
Irrevocable undertakings
The Company has received irrevocable undertakings from Pentland
Group Limited, Pentland Industries International DAC and all the
Directors who hold ordinary shares in JD, to vote in favour of the
Resolution in relation to their respective holdings in JD, together
representing approximately 51.67 per cent. of the Company's issued
share capital.
ISRG financial information
The table setting out the historical financial information for
ISRG in the Transaction Announcement has been amended in the
Circular as per the below table. The notes to the below table set
out the differences between the information included in the
Transaction Announcement and the Circular.
Updated ISRG financial information
The table below sets out the historical financial information
for ISRG on a consolidated basis for the year ended 31 January
2023, which has been extracted from the draft audited accounts of
ISRG, and for the year ended 31 January 2022, which has been
extracted from the audited accounts of ISRG:
Year ended Year ended
31 January 31 January
2022 2023
----------------------- -----------------------
(audited) (draft
audited)
EURm
Revenue 1,037.8 1,347.1
EBITDA 108.5 124.1
Profit before tax 73.2 70.3
As at 31 As at 31
January January
2022 2023
----------------------- -----------------------
(audited) (draft
audited)
EURm
Gross assets 661.3 704.4
Net assets 206.4 246.3
____________________
(1) Profit before tax of EUR70.3 million for the year ended 31
January 2023 is presented after local ISRG exceptional or
consolidation items of EUR18.9 million.
(2) Revenue of EUR1,239.3 million for the year ended 31 January
2023 presented in the Transaction Announcement was lower than
revenue (for the same period) in the table above as it did not
include revenue relating to ISRG's subsidiary, Sports Unlimited
Retail B.V.
(3) Profit before tax of EUR96.6 million for the year ended 31
January 2023 presented in the Transaction Announcement was higher
than profit before tax (for the same period) in the table above as
it included additional JD Group consolidation adjustments (related
primarily to JD management charges provided to ISRG during the
period) and was before exceptional items (as referred to in note 1
above).
(4) Gross assets of EUR767.7 million for the year ended 31
January 2023 presented in the Transaction Announcement was
presented on the basis of IFRS and gross assets in the table above
are presented under Spanish GAAP.
Availability of Circular
Copies of the Circular and certain other documents in relation
to the Transaction are available for inspection on JD's website at
www.jdplc.com/investor-relations/shareholder-information .
A copy of the Circular will also be submitted to the National
Storage Mechanism, where it will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
JD Shareholders who have elected to receive printed shareholder
documents will receive, amongst other documents, a hard copy of the
Circular as soon as practicable. Other JD Shareholders will be
notified that the Circular is available online.
JD Shareholders who have elected not to receive hard copies of
JD Shareholder communications may request a hard copy of the
Circular and certain other documents in relation to the Transaction
by writing to JD's registrar, Equiniti, at Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA, or by calling Equiniti
between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday
(excluding English and Welsh public holidays), on 0371 384 2030
from within the UK, or on +44 (0) 371 384 2030, if calling from
outside the UK. Calls from outside the UK will be charged at the
applicable international rate. Calls will be recorded and monitored
for training and security purposes. JD Shareholders will need to
provide their full name and the full address to which the hard copy
of the documents should be sent.
Enquiries
JD Sports Fashion Plc Tel: 0161 767 1000
Régis Schultz, Chief Executive Officer
Neil Greenhalgh, Chief Financial Officer
Theresa Casey, General Counsel & Company Secretary
Mark Blythman, Investor Relations Director
FGS Global
Rollo Head, Jenny Davey, James Thompson Tel: 0207 251 3801
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END
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September 22, 2023 13:20 ET (17:20 GMT)
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